HomeMy WebLinkAboutResolution #5517 - STATEMENT OF WORK WITH CLIFTONLARSONALLEN LLP FOR CERTAIN ACCOUNTING SERVICES RESOLUTION NO. 5517
A RESOLUTION APPROVING A STATEMENT OF WORK(CLIENT ACCOUNTING
&ADVISORY SERVICES)WITH CLIFTONLARSONALLEN LLP FOR CERTAIN
ACCOUNTING SERVICES
WHEREAS, the City of Canton, Illinois (the "City") is in need of accounting, budgeting,
financial statement preparation, consulting, and comptroller services for the City (collectively the
"Professional Services")to assist the City, City Treasurer and/or Budget Officer;
WHEREAS, the Mayor and City Council have determined that it is necessary and in the
best interests of the City of Canton for the City to obtain said Professional Services from
CliftonLarsonAllen LLP ("CLA").
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON,ILLINOIS,AS FOLLOWS:
1. The City of Canton hereby finds as fact the recitals set forth above and are incorporated
herein as though fully set forth.
2. The Statement of Work — Client Accounting and Advisory Services ("Statement of
Work")with CLA,substantially in the form as attached hereto as"Exhibit A,"is hereby
APPROVED;
3. That the Mayor and/or the City Treasurer are hereby authorized to enter into any and
all agreements and execute any other documentation necessary to obtain the
Professional Services and in relation to the above-said Statement of Work;
5. That this Resolution shall be in full force and effect immediately upon its passage by the
City Council of the City of Canton, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Illinois at a regular meeting this 17th
day of June, 2025, upon a roll call vote as follows:
AYES: Alderpersons Chamberlin, Lovell, Hale, Pickel, Ketcham, Gossett
NAYS:None
ABSENT: Alderpersons Grimm,Nelson
APPROVED:AZ S�,A
444,-
kle'nt McD8wellk,.Wor
AT ST:
drea J. S rth-Walters, City Clerk
CliftonLarsonAllen LLP
https://www.claconnect.com
Date:June 6, 2025
Statement of Work-Client Accounting&Advisory Services
This agreement constitutes a statement of work("SOW")under the master service agreement("MSA")
dated July 15,2021,or superseding MSA,made by and between CliftonLarsonAllen LLP("CLA,""we,""us,"
and"our")and City of Canton("you"and"your").The purpose of this SOW is to outline certain services you
wish us to perform through April 30, 2026 in connection with that agreement.
Scope of professional services
Adam M.Pulley is responsible for the performance of the project,recurring,consulting and/or additional
annual services identified in this agreement.
Beka Schultz is responsible for the daily activities of the engagement.
Recurring services,as requested:
• Enter accounts payable for management's approval and issuance of payments
• Prepare billings,record billings,and enter cash receipts
• Prepare payroll calculations
• Reconcile balance sheet accounts monthly and prepare journal entries
• Prepare departmental allocations and closing entries as outlined per budget
• Attend council meetings upon request and availability
• Update accounting software for various accounts and software dimensions as needed
• Continue process and procedure improvement to maintain an internal control environment
recommended as a result of the annual financial statement audit
• Report and manage cash flows for funds and related savings accounts
• Provide budgeting services as approved
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• Assist management in preparation for the annual financial statement audit
CLA shall be authorized to the following cash access services:
• Prepare checks and/or electronic funds transfers(EFT,ACH,wire,etc.)to be drawn upon your
bank account(s)and to use the above noted methods to thereby finally approve such checks for
payment by the corresponding bank(s).
• , Obtain administrator access to your bank accounts for purposes of performing the duties
documented in our SOW identified above.
• Take deposits to the bank that include cash.
Engagement objectives,limitations,and responsibilities
We will perform this engagement in accordance with the Statement on Standards for Consulting Services
issued by the American Institute of Certified Public Accountants(AICPA)and comply with the AICPA's
Code of Professional Conduct,including the ethical principles of integrity,objectivity,professional
competence,and due care.
Our engagement cannot be relied upon to identify or disclose any financial statement misstatements,
including those caused by fraud or error,or to identify or disclose any wrongdoing within the entity or
noncompliance with laws and regulations.We have no responsibility to identify and communicate
deficiencies in your internal control as part of this engagement.You agree that we shall not be responsible
for any misstatements in the entity's financial statements that may not be identified as a result of
misrepresentations made to us by you.
CLA personnel cannot be recognized or act in the capacity of your chief executive officer,chief financial
officer,or any other management role and accordingly,CLA cannot accept the corporate responsibility for
financial reports and internal control.
For all nonattest services we may provide to you,your management team agrees to assume all management
responsibilities;oversee the services within this agreement;designate an individual,preferably within
senior management,who possesses suitable skills,knowledge,and/or experience to understand and
oversee the services;evaluate the adequacy and results of the services;and accept responsibility for the
results of the services.
CLA's relationship with you shall be solely that of an independent contractor and nothing in the MSA or a
SOW shall be construed to create or imply any relationship of employment,agency,partnership,or any
relationship other than an independent contractor.
Your management is also responsible for ensuring that your data and records are complete and that you
have received sufficient information to oversee the services,review and approve the services.
As management,you are also responsible for and the services are contingent on the following:
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• Assigning a primary contact that will act as the main conduit for communications,logistics and
other such interaction.
• The selection of the financial reporting framework to be applied in the preparation of the
financial statements and determining that the financial reporting framework is acceptable in the
circumstances.
• The design,implementation,and maintenance of internal controls relevant to the preparation
and fair presentation of financial statements that are free from material misstatement,whether
due to fraud or error.
• The prevention and detection of fraud.
• To ensure that the entity complies with the laws and regulations applicable to its activities.
• The accuracy and completeness of the records,documents,explanations,and other information,
including significant judgments,you provide to us for the engagement.
• Responding to requests for data,documentation or other information materials necessary to
complete this engagement in a timely manner. Any delays in providing such materials may
impact CLA's ability to deliver services based on previously communicated dates.CIA will have
no obligation to perform services until you have provided such information.You agree to grant
CLA an express,limited license to use such materials in any way necessary to the performance of
the services outlined in this SOW.
• To provide us with the following:
- Access to all information relevant to the preparation and fair presentation of the financial
statements,such as records,documentation,and other matters.
- Additional information that may be requested for the purpose of the engagement.
- Unrestricted access to persons within the entity with whom we determine it necessary to
communicate.
• To the extent we are assisting management with the completion of any Federal or State
regulatory filings you,are responsible for ensuring the completeness and accuracy of those filings.
• You will be solely responsible for making all decisions concerning the contents of our
communications and reports,for the adoption of any plans,and for implementing any plans you
may develop,including any that we may discuss with you.
• We understand that you are engaging us to make recommendations and perform services to help
you meet your responsibilities relevant to the preparation and fair presentation of the financial
statements.
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• For all accounting services we may provide to you,including the preparation of your financial
statements,management agrees to assume all management responsibilities;oversee the services;
evaluate the adequacy and results of the services;and accept responsibility for the results of the
services.
We understand that you are engaging us to make recommendations and perform services to help you meet
your responsibilities relevant to management financial statements.For all accounting services we may
provide to you,including the delivery of management financial statements,management agrees to assume
all management responsibilities;oversee the services;evaluate the adequacy and results of the services;and
accept responsibility for the results of the services.
Beneficial ownership information reporting
Beginning in 2024 under the Corporate Transparency Act(CTA),certain entities organized in the U.S.
(including entities that are disregarded for federal income tax purposes)and foreign entities doing business
in the U.S.are required to report information to the Financial Crimes Enforcement Network(FinCEN)as to
their beneficial ownership.The report must provide each beneficial owner,each company applicant and
other required information. Entities subject to the beneficial ownership information(BOI)reporting
include a corporation,limited liability company,or any other entity created by the filing of a document with
the secretary of state or similar office under state,Tribal or foreign country law.Note that some entities are
exempt from the BOI reporting requirements(including many nonprofits and certain large operating
companies).
It is your responsibility to prepare and submit any BOI report to FinCEN that is required
under the CTA.We have no obligation to identify any filing requirements or provide any services related
to BOI reporting.
You agree that CLA will not be providing any services that could be viewed as having control or being a
beneficial owner of the entity that would require you to list CLA,its partners,principals,directors,officers,
employees or agents,in any BOI report.We will not act as a corporate agent or in any capacity where we are
preparing or filing legal documents on your behalf.We also will not make any management decisions that
indicate substantial control of your entity,including the following decisions:
• Reorganization,dissolution or merger of the reporting company;compensation and incentives of
senior officers;
• Making,terminating,fulfilling or not fulfilling significant contracts;
• Selecting,terminating business lines,ventures,or geographic focus;
• Making major expenditures,incurring significant debt,issuing securities,approving operating
budgets,selling,transferring,leasing or mortgaging principal assets;
• Amending governing documents;or
• Determining the nature,scope and attributes of the business conducted.
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Management responsibilities relevant to CLA's access to your cash
Beka Schultz,or their successor,is responsible for the processes below.Management is responsible to
communicate changes in the individual responsible in a timely fashion.All approvals listed must be
documented in writing,either electronically or manually:
• Approve all invoices and check payments.
• Approve all new vendors and customers added to the accounting system.
• Approve all electronic funds transfers(EFT,ACH,wire,etc.)to external parties.
• Approve(or delegate to the CLA consulting team if applicable)all customer and vendor credit
memos and accounts receivable amounts written off.
• Review and approve(or delegate to the CLA consulting team if applicable)all bank statements
and affiliated monthly reconciliations.
• All requests or approvals received via email,text or IM will be confirmed via phone.
Recurring Services Fees
Our professional fee is$10,100.00 per month.
Out of scope services will be billed at a blended hourly rate of$175.00.
Additional Recurring Services Fees
FY26 Budget Assistance $22,000
General Fee Terms
We will also bill for a technology and client support fee of five percent(5%)of all professional fees billed.
Any fee estimate provided is based on anticipated cooperation from your personnel and their assistance
with locating requested documents and preparing requested schedules.If the requested items are not
available on the dates required or are not accurate,the fees and expenses will likely be higher.Our invoices,
including applicable state and local taxes,will be rendered as work progresses and are payable on
presentation.
We will also bill any third-parry software subscription fees that you direct CLA to purchase and incur on
your behalf.
Employee Hire Fee
You acknowledge that the personnel provided by CLA under this Agreement possess unique skills and
knowledge acquired through their work with CLA.Should you directly or indirectly hire or engage any CLA
employee,whether as an employee,contractor or consultant,who has been involved in providing services
under this Agreement within the preceding 12 months,you agree to pay CLA a Placement Fee.The
Placement Fee shall be calculated as the greater of 30%of either 1)the CLA's employee's annual salary
upon separation from CLA or 2)the individual's annual salary,bonuses and any other form of
renumeration as offered by you.
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The fee shall be due and payable within 3o days of the employee's commencement of work with you.
The Employee Hire Fee Provision shall not apply where the employee independently applies to a publicly
advertised position or if the employee has not provided services to you within the last 12 months prior to
their employment.
Failure to comply with this provision shall entitle CLA to seek legal remedies,including but not limited to
injunctive relief and recovery of legal costs incurred in enforcing this clause.
Indemnity
For the services described in this SOW,you agree to indemnify and hold harmless CLA,its successors and
affiliates,officers,employees,and agents from any claims brought or asserted by any other person,third
party,or governmental body for any loss,damages,liabilities,remedies,or cause of action,and from any
reasonable expenses incurred in defending against any such claims or actions(including attorney fees)
arising from or relating to the services performed by any CLA party.
Termination of SOW
Either party(you or CLA)may terminate this particular SOW at any time by giving 30 days written notice
to the other party. Upon termination of this particular SOW,the provisions of this SOW and the existing
MSA shall continue to apply to all services rendered prior to termination.
Agreement
We appreciate the opportunity to provide the services described in this SOW related to the MSA.All terms
and provisions of the MSA shall apply to these services.If you agree with the terms of this SOW,please sign
below to indicate your acknowledgement and understanding of,and agreement with,this SOW.
CliftonLarsonAllen LLP
Adam M.Pulley
Principal
309-495-8767
adam.pulley@claconnect.com
Response
This SOW correctly sets forth the understanding of City of Canton and is accepted by:
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CLA Client
CLA l City of Canton
SIGN: otAA,&
Adam M.Pulley,Principal Kent McDowell,Mayor
SIGNED 6/6/2025,3:06:28 PM CDT �r � F12,0
��DATE: 'l�n
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